Regen BioPharma Inc. disclosed in a July 15 regulatory filing that it has settled a creditor lawsuit and changed its independent registered public accounting firm, while also noting that its prior auditor had included a going-concern warning in its most recent report.
Settlement of creditor claim
On April 13, 2026, a complaint was filed against the company in the Superior Court of California, County of San Diego, by Trillium Partners LP. The plaintiff had acquired rights to $398,740 in claims against Regen BioPharma and sought damages in that amount plus attorneys’ fees and costs.
The company and the plaintiff entered into a Settlement and Mutual Release Agreement on May 14, 2026. Under its terms, Regen BioPharma will issue shares of its common stock or Series A Preferred Stock in one or more tranches, with the goal of generating sufficient proceeds to satisfy the claim. The agreement specifies that 65 percent of the net proceeds from the sale of those settlement shares will be remitted to the plaintiff until the full claim amount is covered.
On July 10, 2026, following a fairness hearing, the Superior Court issued an order approving the issuance of the settlement shares under Section 3(a)(10) of the Securities Act of 1933 and Section 25142 of the California Corporations Code. The full settlement agreement was filed as an exhibit to the Form 8-K.
Auditor change and going-concern disclosure
In a separate disclosure, the company reported that its audit committee dismissed BCRG Group as its independent registered public accounting firm on July 13, 2026, and simultaneously appointed Simon & Edward LLP. The change was prompted by S&E’s acquisition of BCRG’s attest service business, effective June 15, 2026.
The filing states that BCRG’s audit report for the fiscal years ended September 30, 2025 and 2024 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. However, the report did include an explanatory paragraph indicating substantial doubt about the company’s ability to continue as a going concern.
The company also disclosed that there were no disagreements with BCRG on accounting matters during the relevant periods, but it acknowledged the existence of material weaknesses in internal control over financial reporting, which had been previously disclosed in its annual report for the year ended September 30, 2025.
New preferred stock authorization
The filing also noted that on July 13, 2026, the company filed a Certificate of Designation with the Nevada Secretary of State creating a new Series N Preferred Stock. The board authorized 1,000 shares with par value of $0.0001, each carrying voting rights equivalent to 75 million votes. Holders of Series N Preferred Stock will vote together with common stockholders as a single class on all matters submitted to stockholders.